Terms and Conditions- PLEASE READ CAREFULLY BEFORE USING THE WEBSITE

Welcome to the Terms & Conditions (these “Terms”) for www.batchelors.ie (the “Website”) operated by [Valeo Foods Unlimited Company] (“Valeo”, “we”, “our” or “us”). We are registered in Ireland under company number 488248, and with our registered office at Commercial House, Millbank Business Park, Lucan, Co. Dublin, K78 X5W6.
Please read these Terms carefully before you start to use the Website. By using the Website, you indicated that you have read, understood and accept these Terms, our Privacy Statementand our Cookies Policyand that you agree to abide by them. The terms of the Privacy Statement are considered a part of this agreement. If you do not agree to these Terms, please do not use the Website.

These Terms

1.1 In order to become a Customer (“Customer” or “you”) of the Website and to enjoy the service provided and features available on the Website (“Valeo Services”), you must read and accept all these Terms and the Privacy Statement. By browsing, accessing or using the Website or by using any facilities or services made available through it [or by transacting through or on it], you are agreeing to these Terms. [Valeo may require that you agree to additional terms and conditions as part of any registration process and/or for particular service/product offerings, which Valeo may make available to you from time to time.] Nothing in these Terms shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by these Terms, you may not use the Valeo Services.

1.2 Valeo may modify these Terms from time to time without notice to reflect changes in market conditions affecting our business, changes in our business, changes in payment methods, changes in technology, changes in relevant laws and regulatory requirements and changes in our system. Such modification shall be effective upon posting by Valeo on the Website. You agree to be bound by and changes to these Terms when you use the Valeo Services after any such modification is posted on the Website. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.

Use of Valeo Services

2.1 Your use of all the Valeo Services is governed by these Terms. Valeo may at its absolute discretion refuse you access to the Valeo Services and/or cancel/terminate your registration or use without prior notice for any reason and you shall not be entitled to any compensation in respect of cancellation/termination of your use/registration.

2.2 You must be 18 years of age or over to use the Website and/or the Valeo Services.

2.3 Use of the Website or Valeo Services requires a connection to the Internet and appropriate telecommunication infrastructure. We are not liable for any costs you may incur from use of such.

2.4 You may need to register to some of the sections of the Valeo Services by creating an account with Valeo. This is so that we can provide you with easy access to your personal section of the Website. You can register either directly with us or by allowing a Valeo application to connect through your Facebook profile or other social media in order to use the Website and the Valeo Services. If you choose to create an account or with us, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register to become a Customer, you need to submit your name, a valid email address and choose a password. You agree not to use the account or password of another Customer at any time or to disclose your password to any third party. You are solely responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur under your password or account. You agree to notify Valeo immediately if you suspect any unauthorized use of your account or access to your password or any other breach of security. You shall be responsible for all activity occurring under your registration details and account. Valeo cannot and will not be liable for any loss or damage arising from your failure to comply with this section. Any accounts which have been registered with another person’s email address or with temporary email addresses may be closed without notice. We may require users to re-validate their accounts if we suspect use of an invalid email address.

Customer Responsibility

3.1 You warrant that all information you provide on any registration and contained as part of any account on this Website is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.

3.2 It is your responsibility to ensure that any products, services or information available through the Website or the Valeo Services meet your specific requirements.

3.3 You agree to act in a responsible and legal manner when using the Valeo Services. You shall comply with all applicable laws, regulations and rules and undertake not to use the Valeo Services for any unlawful purpose, for the commission of any offense or crime under the laws of any jurisdiction to which access is obtained through the Website or in a manner which is likely to cause harm, offense or nuisance to any other Internet user.

3.4 You agree not to use the Website to:

3.4.1 post content that is patently offensive and promotes racism, bigotry, hatred or harm of any kind against any group or individual;
3.4.2 post content that contains violence, or offensive subject matter;
3.4.3 post or promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
3.4.4 post content or initiate communications which are unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable;
3.4.5 post content that furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities;
3.4.6 create a false identity on the Website, impersonate any person or entity or falsely state or otherwise misrepresent yourself, your name, your age or your affiliation with any person or entity;
3.4.7 use the Website for any illegal purpose, criminal or tortious activity, including but not limited to, fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement or theft of trade secrets;
3.4.8 upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or other relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or which infringes any intellectual property rights;
3.4.9 upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
3.4.10 upload, post, email, transmit or otherwise make available any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code, files or programs designed to interrupt, destroy, limit or adversely affect the functionality of any computer software or hardware or telecommunications equipment;
3.4.11 attempt to gain unauthorised access to the Website, in particular the non-public areas, the server on which the Website is stored or any server, computer or database connected to the Website;
3.4.12 attack the Website via a denial-of-service attack or a distributed denial-of-service attack;
3.4.13 interfere with or disrupt the Valeo Services or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to this Website;
3.4.14 display on the Website or use in connection with the Website any pirated software or any copyrighted materials or counterfeit materials without the permission of the copyright holder;
3.4.15 display on the Website or use in connection with the Website any materials which in any way infringe the copyright, other intellectual property rights or proprietary rights of a third party or which may otherwise render Valeo liable to the payment of damages to any third party.

3.5 Valeo reserves the right to investigate and take appropriate legal action against anyone who, in our opinion, violates this provision, including, without limitation, reporting you to appropriate law enforcement authorities.

3.6 We reserve the right to remove or suspend any material posted which is, in our sole opinion, in breach of this section, or which we suspect to be in breach of this section at our absolute discretion. Valeo shall be entitled to terminate your registration or use for breach of this section.

Content

4.1 Other than personally identifiable information, which is covered under our Privacy Statement, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary.

4.2 You understand that by posting any materials and information on the Website or otherwise providing any materials to Valeo via any media, you are granting us an irrevocable non-exclusive license to use such materials and information for any purpose in the course of offering the Valeo Services.

4.3 You represent and warrant that: (i) you own any materials and information you post on or through the Valeo Services or otherwise have the right to grant the license set forth in this section 4, and (ii) the posting of any materials and information on or through the Valeo Services does not violate the privacy rights, publicity rights, copyrights, contract rights, moral rights, intellectual property rights or any other rights of any person. You agree to pay for all royalties, fees and any other monies owing to any person by reason of any content posted by you to or through the Valeo Services.

4.4 You are permitted to print and download limited extracts from the Website for your own personal use provided that:

4.4.1 no documents or related graphics on the Website are modified in any way;
4.4.2 no graphics on the Website are used separately from corresponding text; and

4.5 Valeo’s copyright and trade mark notices and this permission notice appear in all copies. Our status (and that of any identifying contributors) as the authors of any material on the Website must always be acknowledged.

4.6 You must not modify the [paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text].

4.7 You must not use any part of the materials on the Website for commercial purposes without obtaining prior written consent to do so from us or our licensors.

4.8 If you print off, copy or download any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Intellectual Property

5.1 The Website contains intellectual property, which is the proprietary property of Valeo or its licensors (“Valeo IP”). This includes, but is not limited to, copyrights, trademarks, information about technology, and other proprietary rights, and may be provided in the form of text, graphic, audio and video downloads, links or source codes. Valeo retains the rights to the Valeo IP and reserves all rights in respect of same.

5.2 Subject to these Terms, we grant you a non-exclusive, non-transferable, limited, revocable right to access and use the Website and the material displayed thereon. However, no right, title or interest in any such materials and the Valeo IP will be granted or transferred to you as a result of any permitted use of such materials.

5.3 All materials incorporated in or accessible through the Website, including, without limitation, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software and other content, and the compilation, collection, arrangement and assembly thereof (including the look and feel of the Website), are owned, controlled or licensed by Valeo, or by the original creators of such materials or their or our permitted licensors. Such materials may be used only for viewing the Website in the ordinary course or as a resource for using the Valeo Services through the Website. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-use, transmission, republication, downloading, display, posting, performance or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited.

5.4 In respect of any content or material that you submit or post on the Website you agree to comply with sections 4.2 and 4.3 of these Terms.

5.5 The Valeo IP is provided by Valeo on an “as is” basis, and Valeo expressly disclaims, to the extent permitted by applicable law, any or all warranties, express or implied, including without limitation warranties of merchantability and fitness for a particular purpose, with respect to any Valeo IP. To the extent permitted by applicable law, Valeo excludes any or all responsibility and /or liability for any damages or loss of any kind whatsoever with respect to the Valeo IP whether any of the foregoing are, without limitation, indirect, incidental, special, punitive, consequential or of any other kind whatsoever.

Suspension and Termination

6.1 We will determine, in our discretion, whether there has been a breach of these Terms through your use of the Website. When a breach of these terms has occurred, we may take such action as we deem to be appropriate.

6.2 You agree that Valeo may, with or without cause and/or prior notice, immediately terminate your Valeo account and/or your access to any Valeo Services, or take any or all of the following actions:

6.2.1 immediate, temporary or permanent withdrawal of your right to use the Website;
6.2.2 refusal to post or publish any material provided by you on the Website;
6.2.3 immediate, temporary or permanent removal of any contribution, posting or material uploaded by you to the Website;
6.2.4 issue a warning to you;
6.2.5 legal proceedings against you for reimbursement of all costs on an indemnity basis in accordance with section 7 (including but not limited to, reasonable administrative and legal costs resulting from the breach);
6.2.6 further legal action against you; and/or
6.2.7 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

6.3 Without limiting the foregoing, the following will lead to a termination by Valeo of your use of the Valeo Services: (a) breaches or violations of these Terms or other incorporated Valeo agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) an express request by you, (d) suspicion of fraud or (e) unexpected technical issues or problems.

6.4 Termination of your Valeo account includes removal of access to all offerings within the Valeo Services and may also exclude you from further use of the Valeo Services. Furthermore, you agree that all terminations shall be made at Valeo’s sole discretion and that Valeo shall not be liable to you nor any third party for any termination of your account or access to the Valeo Services.

6.5 We exclude liability for actions taken in response to breaches of these Terms. The responses described in these Terms are not limited and we may take any other action we reasonably deem appropriate.

Indemnification

7.1 By accepting these Terms, you agree to indemnify, keep us indemnified and otherwise hold harmless Valeo, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages, and all other losses, costs, changes, demands, proceedings, and actions, howsoever incurred by Valeo arising from any claims or legal proceedings which are brought or threatened against us by any person resulting from: (i) your use of the Valeo Services; (ii) unauthorized access to the Valeo Services or (iii) any breach of these Terms by you or any other matter relating to the Valeo Services.

7.2 In the event that any of your contributions to the Website infringe any rights of any third party, you shall, at your own expense and at our discretion, either obtain the right to use such contribution or render such contribution free from infringement

Disclaimers and Limitations of Liability – IMPORTANT – YOUR ATTENTION IS DRAWN TO THIS SECTION

8.1 Unless otherwise agreed by us in writing, the material and content displayed on the Website is provided “as is” without any guarantees, conditions or warrantees as to its accuracy or other terms of any kind. To the extent permitted by law, we, other members of our group of companies, our offers and directors and third parties connected to us hereby exclude:

8.1.1 all conditions, warranties and other terms which may otherwise be implied by statute, common law or the law of equity, including without limitation:
(a) that the Website and Valeo Services are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need, or non-infringing;
(b) that the Website will meet your requirements, is error-free, without interruption or available at all times
(c) that the results obtained from using the Website, including any services or deals, will be effective reliable accurate or meet your requirements;
(d) warranties as to privacy and security other than as stated in our Privacy Statement;
(e) that you will be able to access or use the Website or Valeo Services at times or locations of your choosing; and
(f) any warranties on the basis of oral or written information given by a Valeo representative.

8.1.2 any liability for any direct, indirect, consequential, special, incidental or exemplary loss or damage incurred by any user in connection with the Website or in connection with the use, or results of the use of the Website, any websites linked to them and any materials posted on them, including without limitation any liability for:
(a) loss of income or revenue
(b) loss of business;
(c) loss of profits or contracts;
(d) loss of anticipated savings, the use of money or opportunity;
(e) loss of data;
(f) loss of goodwill or reputation;
(g) wasted management, office time or personnel time;
(h) work stoppage, computer failure or malfunction, or
(i) any other loss or damage of any kind, howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

8.2 Nothing in this section 8 affects our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

8.3 Although every effort has been made to provide useful and accurate information, Valeo makes no warranties, express or implied, or representations as to the accuracy of any information provided through the Services. Valeo is not responsible or liable for any loss or damage suffered by any person arising out of the reliance of any information available on the Website or the Services.

8.4You should always consult a healthcare provider before making any dietary or nutritional changes. All information contained on the Website and the Services, including but not limited to nutrient information, ingredients, food allergens, and information relating to medical and health conditions is for informational purposes only and not provided as medical, nutritional or any other professional advice, diagnosis or treatment.

8.4 While Valeo endeavours to ensure that the Website is normally available 24 hours a day, Valeo is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet or on any of the Valeo Services or combination thereof, including any injury or damage to your or to any person’s computer related to or resulting from participation in connection with the Valeo Services. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Valeo’s control.

8.5 Valeo will use reasonable endeavours to correct any errors or omissions as soon as practicable upon notification of them. However, we do not guarantee that the Valeo Services or the Website will be free of faults and we do not accept liability for any errors or omissions. In the event of an error or fault, you should report it by email to: info@batchelors.ie

8.6 Valeo reserves the right at any time to modify or discontinue, temporarily or permanently, the Website with or without notice. You agree that Valeo shall not be liable to you or any third party for any modification, suspension or discontinuation of the Valeo Services.

Governing Law

The Irish courts will have exclusive jurisdiction over any claim arising in respect of, or related to, the Website although we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country. These Terms will be governed by and construed in accordance with the laws of Ireland.

Links

This Website may contain links to other websites. If you use these links, you leave the Website. Valeo is not responsible for the content, intellectual property rights, accuracy or opinions expressed on such websites. Inclusion of any linked website on the Website does not imply approval or endorsement of the linked website by Valeo. When you access these third-party sites, you do so at your own risk.

Linking to the Website

11.1 You may link to the Website homepage provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in anyway so as to suggest any form of association, approval or endorsement on our part where none exists.

11.2 You may not mirror, screen scrape or otherwise reproduce all or any part of the website on any other site. Unless otherwise authorised in writing by us, you may not suggest any form of association, approval or endorsement of any website on our part.

11.3 If you wish to make use of material on the Website other than set out above, please address your request to info@batchelors.ie

General Terms

12.1 These Terms, which incorporate the Valeo Privacy Statement, as well as our Cookies Policy, and any notices raised by us on our Website from time to time constitute the entire agreement between you and Valeo regarding the use of this Website and the Valeo Services.

12.2 The failure of Valeo to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

12.3 We may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we have made, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on the Website.

12.4 These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. These Terms are personal to Valeo and you.

12.5 You may not assign, novate, sub-contract or otherwise transfer its part or all of these Terms, without the prior written consent of Valeo.

12.6 Nothing in these Terms shall create or be deemed to create a partnership, joint venture agency or employment relationship of any kind between you and Valeo.

12.7 Valeo shall not be liable for delay or failure to perform any of its obligations under these Terms where and to the extent that such delay or failure results from any circumstances beyond its reasonable control.

12.8 Unless otherwise stated in these Terms, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.